Form 4: Crown Holdings COO Boosts Stake with New Stock Grant

Crown Holdings' EVP & COO, Djalma Novaes Jr., reported the vesting of performance-based shares and a new restricted stock grant, increasing his direct beneficial ownership.

Summary

• Djalma Novaes Jr., EVP & COO of Crown Holdings, Inc. (CCK), reported transactions on January 5, 2026, related to his beneficial ownership.
• He acquired 4,328 performance-based shares of Restricted Common Stock that vested, representing a 199% payout based on the Company's Total Shareholder Return versus a defined peer group.
• A total of 5,722 shares were disposed of to the Company for tax withholding purposes in connection with the vesting of restricted stock, at a price of $105.74 per share.
• He was granted an additional 22,339 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan.
• The new grant includes 7,692 time-vested restricted shares, vesting in equal installments on January 5, 2027, January 3, 2028, and January 3, 2029.
• It also includes 6,871 performance-based restricted shares targeted to vest on January 3, 2029, based on Total Shareholder Return versus a peer group (0-200% payout).
• An additional 7,776 performance-based restricted shares are targeted to vest on January 3, 2029, based on Return on Invested Capital compared to a target (0-200% payout).
• Following these transactions, Djalma Novaes Jr.'s direct beneficial ownership increased to 117,786 shares of Common Stock.

Sentiment

Score: 6

Explanation: The filing details routine executive compensation, including the vesting of performance-based shares at a high payout (199%) and a new restricted stock grant. This indicates strong past performance relative to peers and continued alignment of executive incentives with shareholder value, contributing to a slightly positive sentiment.

Positives

• The vesting of 4,328 performance-based shares at a 199% payout indicates strong past performance of Crown Holdings' Total Shareholder Return relative to its defined peer group.
• The grant of 22,339 new restricted shares, including both time-based and performance-based components, reinforces the alignment of executive incentives with long-term shareholder value and operational performance.

Negatives

• The disposition of 5,722 shares for tax withholding reduces the immediate direct beneficial ownership, although this is a standard practice for equity compensation.

Risks

• The future vesting of 14,647 performance-based restricted shares (6,871 TSR-based and 7,776 ROIC-based) is contingent upon the Company's future performance against defined metrics and peer groups, meaning the final number of shares could vary from 0% to 200% of the target.

Future Outlook

The executive's compensation structure includes future vesting events for restricted stock, with portions tied to time-based schedules (January 2027, 2028, 2029) and other portions contingent on the Company's Total Shareholder Return against a peer group and Return on Invested Capital against a target, both targeted for vesting in January 2029.

Industry Context

This filing details routine executive compensation, reflecting standard practices in corporate governance where executive incentives are aligned with company performance through equity grants. The use of Total Shareholder Return and Return on Invested Capital as performance metrics is common in the industry to link executive rewards to shareholder value creation and capital efficiency.

Comparison to Industry Standards

• Performance-based restricted shares are tied to the Company's Total Shareholder Return (TSR) versus a defined peer group of companies, indicating a competitive compensation structure that benchmarks against industry rivals.
• Additional performance-based restricted shares are linked to the Return on Invested Capital (ROIC) achieved by the Company compared to an internal ROIC target, aligning executive incentives with capital efficiency, a common practice for driving operational excellence.

Corporate Governance

Stakeholder Impact

• Shareholders: The executive's compensation structure, particularly the performance-based components tied to Total Shareholder Return and Return on Invested Capital, aligns management's financial interests with the creation of shareholder value and efficient capital utilization.

Next Steps

• Vesting of 2,564 time-vested restricted shares on January 5, 2027.
• Vesting of 2,564 time-vested restricted shares on January 3, 2028.
• Vesting of 2,564 time-vested restricted shares on January 3, 2029.
• Targeted vesting of 6,871 performance-based restricted shares (TSR-based) on January 3, 2029.
• Targeted vesting of 7,776 performance-based restricted shares (ROIC-based) on January 3, 2029.

Key Dates

Keywords

Crown Holdings, CCK, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Performance Shares, Stock Grant, Djalma Novaes Jr., Total Shareholder Return, Return on Invested Capital